Two women walk out of a movie theater.

"Well, there are three hours of my life I'll never get back," says one woman.

"That was so confusing, my head hurts," adds the other woman.

I was filing out of the theater ahead of the women after watching an early media screening of "Cloud Atlas."

Based on the novel by David Mitchell and directed by Andy Wachowski, Lana Wachowski and Tom Tykwer, the three-hour epic is a bit confusing, but my head didn't hurt. I'm still pondering it days later to decide if I liked it, but I can say that I was never bored, and I think that is something positive to say about a three-hour movie.

Oscar winners Tom Hanks and Halle Berry each play six characters in the film, which jumps from scene to scene continuously over a 500-year period. I think, but I am not sure, that the characters played by Hanks and Berry each follow the same gene pool. The filmmakers say that the point of the movie is that choices and actions made by one generation have consequences in other generations.

I wouldn't bet serious money that I actually explained this movie properly.

It is a challenging movie, which is good. I'm always complaining about the lack of challenging movies, so I can't whine when a film bends my brain a bit.

But there is a fine line between challenging and confusing.

For instance, "Chinatown" and "The Usual Suspects" are very confusing, but intentionally so, and there is a worthy pay-off at the end.

Other movies are utter failures because they pretend to be challenging, but are just confusing because the filmmakers lost their way. Or perhaps they never had a way in the first place.

Of course, one person's confusion is another person's "Citizen Kane."

Still, in honor of those two confused women at the screening, we salute the 10 most confusing movies of all time. If we somehow touch upon one of your favorite movies, we apologize. Obviously, we just didn't get it.

1. "The Matrix Revolutions" (2003) _ The third part of the "Matrix" trilogy was a real head-scratcher. The aforementioned Wachowskis (they were known collectively as the Wachowski brothers then, before transgender Larry became Lana) were responsible for the brilliant first film "The Matrix," but they either got sloppy or cocky by the time they got around to concluding their tale. Frankly, I could just as easily included the second "Matrix" film on this list because it also was a mess.

2. "The Tree of Life" (2011) _ OK, Terrence Malick fans are going to come after me for this one. Listen, I agree that there is a wonderful movie buried in there somewhere, but the mysterious director chose to drop about 40 minutes of psychedelic mumbo-jumbo in his otherwise linear tale of a Texas family in the 1950s. Malick probably doesn't care about being on this list because he likes to confuse people.

3. "Vanilla Sky" (2001) _ I like Cameron Crowe a lot ("Almost Famous"), but he missed the boat by several berths on this one. Who doesn't love dreams within dreams movies?

4. "Inception" (2010) _ Writer-director Christopher Nolan loves to challenge viewers to the point of confusion. A 2001 Nolan film called "Memento" confused and annoyed a lot of people, who were angry with its backward movement, but I think it paid off. And I enjoyed "Inception," although I admit that it got bogged down in confusion near the end as characters entered different levels of dreams.

5. "Muholland Drive" (2001) _ David Lynch. Do I really need to say more?

6. "The Fountain" (2006) _ Darren Aronofsky is a very smart guy. It appears as if he out-smarted himself in this convoluted tale that crosses time zones. He probably thought it was a good vehicle for girlfriend Rachel Weisz, but she eventually left him to marry James Bond. We're not saying that this movie had anything to do with her leaving Aronofsky, but we're trying to confuse you as much as he confused people who tried to watch this movie.

7. "Donnie Darko" (2001) _ Jake Gyllenhaal couldn't save this film from itself. Once again, a filmmaker (Richard Kelly) works in the dreamscape realm, which has proved to be a graveyard for overly ambitious filmmakers.

8. "Inland Empire" (2006) _ It's David Lynch again, and while Laura Dern is worth watching, trying to figure how what you're watching is almost too much to ask of discretionary income-paying customers.

9. "The Jacket" (2005) _ I think Adrien Brody is one of our finest actors, but even he seemed confused by his time travel in this well-intentioned disaster about a Gulf War veteran.

10. "2001: A Space Odyssey" (1968) _ Don't get me wrong. I think it's one of the greatest movies ever made. But you must admit that most people find it incredibly confusing.

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Barry Koltnow: bkoltnow@ocregister.com

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